Park Ha Biological (NASDAQ: BYAH) closes $2M registered direct sale

Q: How many Park Ha Biological (BYAH) shares and warrants were sold in the offering?

The company agreed to sell 1,133,332 Class A ordinary shares and issue pre-funded warrants to purchase up to 200,000 additional Class A ordinary shares. These securities were sold at a combined purchase price of $1.50 per share and pre-funded warrant to participating investors.

Q: What are the key terms of Park Ha Biological’s (BYAH) pre-funded warrants?

The pre-funded warrants allow holders to purchase up to 200,000 Class A ordinary shares at an exercise price of $0.00001 per share. They are exercisable immediately after issuance, may be exercised in whole or in part, and remain outstanding until fully exercised.

Q: Under what registration statement was Park Ha Biological’s (BYAH) offering conducted?

The securities were offered under an effective Form F-3 shelf registration statement , File No. 333-295090, which was declared effective on June 8, 2026. The offering relied on a prospectus and prospectus supplement forming part of this shelf registration framework.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. completed a registered direct offering of its securities, raising gross proceeds of approximately $2.0 million. The company sold 1,133,332 Class A ordinary shares and issued pre-funded warrants to purchase up to 200,000 additional Class A ordinary shares at a combined purchase price of $1.50 per share and warrant. The pre-funded warrants are exercisable immediately at an exercise price of $0.00001 per share and remain outstanding until fully exercised. Park Ha plans to use the net proceeds for working capital and other general corporate purposes. D. Boral Capital LLC acted as the sole placement agent and received an 8% cash success fee plus certain expenses.

Insights

Small primary equity raise via registered direct offering.

Park Ha Biological completed a registered direct offering of 1,133,332 Class A shares plus pre-funded warrants for up to 200,000 shares at $1.50 per share and warrant, generating gross proceeds of about $2.0 million.

This is new primary capital for the company, issued under an effective Form F-3 shelf. The pre-funded warrants are structured with a de minimis exercise price of $0.00001 per share and remain exercisable until fully used, effectively functioning as paid-up equity once exercised.

D. Boral Capital LLC acted as sole placement agent, earning an 8% cash fee on gross proceeds plus up to $70,000 of specified expenses. Net proceeds are earmarked for general corporate and working capital needs, so future filings will show how this incremental liquidity affects Park Ha’s operations and growth initiatives.

Key Figures

Shares sold: 1,133,332 Class A ordinary shares Pre-funded warrants: Up to 200,000 shares Offering price: $1.50 per share and pre-funded warrant +4 more

7 metrics

Shares sold 1,133,332 Class A ordinary shares Aggregate shares in registered direct offering

Pre-funded warrants Up to 200,000 shares Underlying Class A shares purchasable via pre-funded warrants

Offering price $1.50 per share and pre-funded warrant Combined purchase price in the offering

Gross proceeds Approximately $2.0 million Total gross proceeds to the company from the offering

Warrant exercise price $0.00001 per share Exercise price for pre-funded warrants

Placement fee 8.0% of gross proceeds Cash success fee payable to placement agent

Expense cap $70,000 Cap on non-accountable and out-of-pocket expenses to placement agent

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, Form F-3, +1 more

5 terms

registered direct offering financial

"sales of the Company’s securities in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"pre-funded warrants to purchase an aggregate of up to 200,000 Class A Ordinary Shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"offered pursuant to a “shelf” registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"registration statement on Form F-3 (File No. 333-295090)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

placement agency agreement financial

"entered into a placement agency agreement (the “PAA”) dated June 12, 2026"

Offering Details

shelf takedown

Offering

Offering Type shelf takedown

Use of Proceeds Working capital and other general corporate purposes

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Form 6-K: How Foreign Companies Report to the SEC →

06/15/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-42453

Park Ha Biological Technology Co., Ltd.

901 & 901-2, Building C

Phase 2, Wuxi International Life Science Innovation Campus

196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province

People’s Republic of China 214000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Entry into Material Agreements

On June 12, 2026, Park Ha Biological Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), entered into certain securities purchase agreements (the “SPA”) with the investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, on a “best-efforts” basis (the “Offering”), of an aggregate of (i) 1,133,332 Class A ordinary shares (the “Class A Ordinary Shares”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 200,000 Class A Ordinary Shares, at a combined purchase price of $1.50 per Class A Ordinary Share and Pre-Funded Warrant. The Pre-Funded Warrants will be exercisable immediately after issuance and from time to time, in whole or in part, at an exercise price equal to $0.00001 per Class A Ordinary Share, and will expire when exercised in full.

The Company received gross proceeds of approximately $2.0 million from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes. The Offering closed on June 15, 2026.

The SPA contains customary representations, warranties, covenants, and closing conditions, as well as certain indemnification and other provisions.

The securities in the Offering were offered pursuant to a “shelf” registration statement on Form F-3 (File No. 333-295090) previously filed with the U.S. Securities and Exchange Commission and declared effective on June 8, 2026. The Offering was made only by means of a prospectus that forms a part of such registration statement. The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “BYAH.”

In connection with the Offering, the Company entered into a placement agency agreement (the “PAA”) dated June 12, 2026, with D. Boral Capital LLC (the “Placement Agent”), pursuant to which the Placement Agent acted as the “best efforts” sole placement agent for the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash success fee equal to 8.0% of the aggregate gross proceeds received by the Company from the Offering, plus combined non-accountable and out-of-pocket expenses capped at $70,000 (blue-sky and FINRA filing fees excluded), payable whether or not the Offering closes. The PAA contains customary representations, warranties, agreements, and conditions to closing, as well as indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and termination provisions.

The foregoing descriptions of the material terms of the PAA, the SPA, and the Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to such documents, which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Form 6-K and are incorporated herein by reference.

On June 12, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto. On June 15, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is furnished as Exhibit 99.2 hereto.

The information furnished in Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “believe”, “is/are likely to”, “potential”, “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
10.1		Placement Agency Agreement, dated June 12, 2026, by and between Park Ha Biological Technology Co., Ltd. and D. Boral Capital LLC
10.2		Form of Securities Purchase Agreement
99.1		Pricing Press Release
99.2		Closing Press Release

This Report on Form 6-K, including the exhibits hereto (other than Exhibit 99.1), shall be deemed to be incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-295090) and any related prospectus or prospectus supplement, and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Park Ha Biological Technology Co., Ltd.

Date: June 15, 2026	By:	/s/ Xiaoqiu Zhang
	Name:	Xiaoqiu Zhang
	Title:	Chief Executive Officer

Exhibit 99.1

Park Ha Biological Technology Co., Ltd. Announces Pricing of $2.0 Million Registered Direct Offering

Wuxi, China, June 12, 2026 (GLOBE NEWSWIRE) -- Park Ha Biological Technology Co., Ltd., (NASDAQ: BYAH) an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), today announced that it has entered into a securities purchase agreement with several investors for the sales of the Company’s securities in a registered direct offering (the “Offering”) consisting of up to 1,133,332 of the Company’s Class A ordinary shares, par value $0.001 each (the “Shares”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 200,000 Class A ordinary shares (the “Warrant Shares”), at a combined purchase price of $1.50 per Share and Pre-Funded Warrant. The gross proceeds to the Company from this Offering are expected to be approximately $2.0 million.

The Offering is expected to close on or about June 15, 2026, subject to customary closing conditions.

D. Boral Capital LLC is acting as the sole placement agent for the offering.

The Company intends to use the net proceeds from this Offering for general corporate and working capital purposes.

The securities in the Offering are being offered pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-295090) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on June 8, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About the Company

Established in 2016, Park Ha Biological Technology Co., Ltd. is primarily engaged in developing its private skincare label, direct skincare products sales and franchise alliances promotions under the proprietary brand “Park Ha”, with a commitment to providing cost-effective solutions to skin problems and improving the confidence of women in need of skin treatment. As of October 31, 2025, the Company has five directly operated stores and 22 franchisees in China. As part of its value-added service for the products, the Company offers “light beauty experience”, a quick complimentary after-sales beauty service performed in the directly operated stores and franchise stores. For more information, please visit the Company’s website: http://ir.parkha.cn/.

Forward-Looking Statements

For more information, please contact:

D. Boral Capital LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
Main Phone: +1 (212) 970-5150
www.dboralcapital.com
info@dboralcapital.com

Park Ha Biological Technology Co., Ltd.

901, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road
Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
http://ir.parkha.cn/
ir_parkha@163.com

Exhibit 99.2

Park Ha Biological Technology Co., Ltd. Announces Closing of $2.0 Million Registered Direct Offering

Wuxi, China, June 15, 2026 (GLOBE NEWSWIRE) -- Park Ha Biological Technology Co., Ltd., (NASDAQ: BYAH) an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), today announced the closing of its previously announced registered direct offering with several investors for the sale and purchase of an aggregate of up to 1,133,332 of the Company’s Class A ordinary shares, par value $0.001 each (the “Class A Ordinary Shares”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 200,000 Class A Ordinary Shares, at a combined purchase price of $1.50 per Class A Ordinary Share and Pre-Funded Warrant.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $2.0 million, before deducting the placement agent’s fees and other estimated offering expenses.

D. Boral Capital LLC acted as the sole placement agent for the offering. Concord & Sage PC acted as counsel to the Company. Hunter Taubman Fischer & Li LLC acted as US securities counsel to the placement agent.

The Company intends to use the net proceeds from this offering for general corporate and working capital purposes.

The offering of the securities described above were offered by the Company pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-295090) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and declared effective by the SEC on June 8, 2026, and the accompanying prospectus contained therein.

The offering was made only by means of a prospectus supplement and accompanying prospectus. The prospectus supplement describing the terms of the public offering was filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained on the SEC’s website at http://www.sec.gov or by contacting D. Boral Capital LLC, 590 Madison Avenue, 39th Floor New York, NY 10022. For more detailed description of the securities in this offering please refer to the Company’s SEC filings at: https://www.sec.gov/edgar/search/#/ciks=0001986247&entityName=Park%2520Ha%2520Biological%2520Technology%2520Co.%252C%2520Ltd.%2520(BYAH)%2520(CIK%25200001986247)

About the Company

Forward-Looking Statements

For more information, please contact:

D. Boral Capital LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
Main Phone: +1 (212) 970-5150
www.dboralcapital.com
dbccapitalmarkets@dboralcapital.com

Park Ha Biological Technology Co., Ltd.
901 & 901-2, Building C
Phase 2, Wuxi International Life Science Innovation Campus
196 Jinghui East Road
Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000
http://ir.parkha.cn/
ir_parkha@163.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Park Ha Biological (BYAH) announce in this Form 6-K?

Park Ha Biological reported it completed a registered direct offering of Class A ordinary shares and pre-funded warrants, raising about $2.0 million in gross proceeds. The transaction was conducted under an effective Form F-3 shelf registration statement with several institutional investors.

How many Park Ha Biological (BYAH) shares and warrants were sold in the offering?

The company agreed to sell 1,133,332 Class A ordinary shares and issue pre-funded warrants to purchase up to 200,000 additional Class A ordinary shares. These securities were sold at a combined purchase price of $1.50 per share and pre-funded warrant to participating investors.

What are the key terms of Park Ha Biological’s (BYAH) pre-funded warrants?

The pre-funded warrants allow holders to purchase up to 200,000 Class A ordinary shares at an exercise price of $0.00001 per share. They are exercisable immediately after issuance, may be exercised in whole or in part, and remain outstanding until fully exercised.

How will Park Ha Biological (BYAH) use the proceeds from the $2.0 million offering?

Park Ha Biological plans to use the net proceeds from the approximately $2.0 million gross offering for working capital and other general corporate purposes. This typically includes funding day-to-day operations, supporting growth initiatives, and strengthening the company’s overall liquidity position.

Who acted as placement agent for Park Ha Biological’s (BYAH) registered direct offering?

D. Boral Capital LLC served as the sole placement agent for the offering. The company agreed to pay an 8.0% cash success fee on aggregate gross proceeds, plus combined non-accountable and out-of-pocket expenses capped at $70,000, excluding certain regulatory filing fees.

Under what registration statement was Park Ha Biological’s (BYAH) offering conducted?

The securities were offered under an effective Form F-3 shelf registration statement, File No. 333-295090, which was declared effective on June 8, 2026. The offering relied on a prospectus and prospectus supplement forming part of this shelf registration framework.

Filing Exhibits & Attachments

5 documents

Park Ha Biological (NASDAQ: BYAH) closes $2M registered direct sale

Rhea-AI Filing Summary

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